AGREEMENT BETWEEN THE COUNTY OF SAN MATEO AND
GAMBRO HEALTHCARE RENAL CARE, INC., A NEVADA CORPORATION

THIS AGREEMENT, entered into this __________ day of _______________________, 2003, by and

between the COUNTY OF SAN MATEO, hereinafter called "County," and GAMBRO HEALTHCARE

RENAL CARE, INC., A NEVADA CORPORATION, hereinafter called "Contractor";

W I T N E S S E T H:

WHEREAS, it is necessary and desirable that Contractor be retained for the purpose of performing the professional services hereinafter described for the San Mateo Medical Center ("SMMC"); and

WHEREAS, pursuant to Government Code, Section 31000, County may contract with independent contractors for the furnishing of such services to or for County or any Department thereof;

NOW, THEREFORE, IT IS HEREBY AGREED BY THE PARTIES HERETO AS FOLLOWS:

Services to be performed by Contractor.

In consideration of the payments hereinafter set forth, Contractor, under the general direction of the Chief Executive Officer of SMMC, or her designee, with respect to the product or result of Contractor's services, shall provide acute dialysis for patients at SMMC as described in Exhibit A, attached hereto and incorporated by reference herein. Such services shall be provided in a professional and diligent manner ("Covered Services").

Payments.

Maximum Amount. In full consideration of Contractor's performance of the services described in Exhibit A, the amount that County shall be obligated to pay for services rendered under this Agreement shall not exceed FOUR HUNDRED THOUSAND DOLLARS ($400,000) for the contract term.

Rate of Payment. The rate and terms of payment shall be as specified in Exhibit B, attached hereto and incorporated herein. Any rate increase is subject to the approval of the Chief Executive Officer of SMMC or her designee, and shall not be binding on County unless so approved in writing. In no event may the rates established in Exhibit B be increased to the extent that the maximum County obligation shall exceed the total specified in paragraph 2A above. Each payment shall be conditioned on the performance of the services described in Exhibit A to the full satisfaction of the Chief Executive Officer of SMMC or her designee.

Time Limit for Submitting Invoices. Contractor shall submit an invoice for services to County for payment in accordance with the provisions of Exhibit B. County shall not be obligated to pay Contractor for the services covered by any invoice if Contractor presents the invoice to County more than one hundred eighty (180) days after the date Contractor renders the services, or more than ninety (90) days after this Agreement terminates, whichever is earlier.

Relationship of Parties.

It is expressly understood that this is an agreement between two (2) independent contractors and that no agency, employee, partnership, joint venture or other relationship is established by this Agreement. The intent by both County and Contractor is to create an independent contractor relationship. Contractor expressly acknowledges and accepts his/her tax status and the tax consequences of an independent contractor. Further, as an independent contractor, Contractor expressly acknowledges and accepts that he/she has no rights, benefits, privileges and/or claims in any form whatsoever under, from, through and/or pursuant to the San Mateo County Civil Service Rules.

Hold Harmless.

Contractor shall indemnify and save harmless County, its officers, agents, employees, and servants from all claims, suits, or actions of, liabilities, costs, damages, brought for, or on account of: (A) injuries to or death of any person, including Contractor, or (B) damage to any property of any kind whatsoever and to whomsoever belonging, or (C) any failure to withhold and/or pay to the government income and/or employment taxes from earnings under this Agreement, or (D) any sanctions, penalties or claims of damages resulting from Contractor's failure to comply with the requirements set forth in the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal regulations promulgated thereunder, as amended, resulting from the performance of any work required of Contractor or payments made pursuant to this Agreement, provided that this shall not apply to injuries or damage to the extent caused by negligence or willful misconduct of County, its officer, agents, employees, or servants.

The duty of Contractor to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

County shall indemnify and hold harmless Contractor, its officers, agents, employees, and servants from all claims, suites or actions brought for, or on account of injuries to or death of any person, including County, or damages to property of any kind whatsoever and to whomsoever belonging, resulting from the performance of any work required of County, provided that this shall not apply to injuries or damage to the extent caused by the negligence or willful misconduct of Contractor its officer, agents, employees, or servants.

The duty of County to indemnify and save harmless as set forth herein, shall include the duty to defend as set forth in Section 2778 of the California Civil Code.

Insurance.

Contractor shall not commence work under this Agreement until all insurance required under this section has been obtained and such insurance has been reviewed by the Chief Executive Officer of SMMC and has been found to meet the requirements set forth below. Contractor shall furnish SMMC with Certificates of Insurance evidencing the required coverage and there shall be a specific contractual liability endorsement extending Contractor's coverage to include the contractual liability assumed by Contractor pursuant to this Agreement. These Certificates shall specify or be endorsed to provide that thirty (30) days' notice must be given, in writing, to SMMC of any pending change in the limits of liability or of any cancellation or modification of the policy.

In the event of the breach of any provision of this section, or in the event any notice is received which indicates any required insurance coverage will be diminished or canceled, County at its option, may, notwithstanding any other provision of this Agreement to the contrary, declare a material breach of this Agreement and suspend all further work pursuant to this Agreement.

Workers' Compensation and Employer Liability Insurance. Contractor shall have in effect during the entire life of this Agreement, Workers' Compensation and Employer Liability Insurance providing full statutory coverage. In signing this Agreement, Contractor makes the following certification, required by Section 1861 of the California Labor Code:

Contractor is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of the Code, and Contractor will comply with such provisions before commencing the performance of the work of this Agreement.

Liability Insurance. Contractor shall take out and maintain during the life of this Agreement such Bodily Injury Liability and Property Damage Liability Insurance as shall protect him while performing work covered by this Agreement from any and all claims for damages for bodily injury, including accidental death, as well as any and all claims for property damage which may arise from Contractor's operations under this Agreement, whether such operations be by himself or by any subcontractor or by anyone directly or indirectly employed by either of them. Such insurance shall be combined single limit bodily injury and property damage for each occurrence and shall not be less than the amounts specified below.

Such insurance shall include:

(a)

Comprehensive General Liability . . . . . . . . . . . . . . . . . . .

$3,000,000

(b)

Motor Vehicle Liability Insurance . . . . . . . . . . . . . . . . . . .

$1,000,000

(c)

Professional Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$3,000,000

If this Agreement remains in effect more than one (1) year from the date of its original execution, County may, at its sole discretion, require an increase in the amount of liability insurance to the level then customary in similar County agreements by giving sixty (60) days' notice to Contractor. Contractor shall have the option to maintain a program of self-insurance in order to comply with the requirements of this Agreement.

County and its officers, agents, employees and servants shall be named as additional insured on any such policies of insurance, which shall also contain a provision that with respect to any claim for which County is indemnified hereunder, the insurance afforded thereby to County, its officers, agents, employees, and servants shall be primary insurance. If County or its officers and employees have other insurance against the loss covered by such a policy, such other insurance shall be excess insurance only. Said certificate(s) of insurance is (are) attached hereto and incorporated by reference herein as Attachment II (and III)

Non-Discrimination.

Contractor shall comply with the non-discrimination requirements described in Exhibit C, which is attached hereto, and incorporated herein.

Contractor shall comply with County admission and treatment policies which shall provide that patients are accepted for care without discrimination on the basis of race, color, religion, sex, sexual orientation, national origin, age, handicap, or political affiliation.

Violation of the non-discrimination provisions of this Agreement shall be considered a breach of this Agreement and subject Contractor to penalties, to be determined by the County Manager, including, but not limited to:

termination of this Agreement;

ii)

disqualification of Contractor from bidding on or being awarded a County contract for a period of up to three (3) years;

iii)

liquidated damages of TWO THOUSAND FIVE HUNDRED DOLLARS ($2,500) per violation;

iv)

imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Manager.

To effectuate the provisions of this paragraph, the County Manager shall have the authority to:

examine Contractor's employment records with respect to compliance with this paragraph;

ii)

set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other contractor between Contractor and County.

Contractor shall report to the County Manager the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment and Housing Commission or any other entity charged with the investigation of allegations within thirty (30) days of such filing, provided that within such thirty (30) days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint, and a description of the circumstance. Contractor shall provide County with a copy of its response to the complaint when filed.

With respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

Assignments and Subcontracts.

Without the written consent of the Chief Executive Officer of SMMC or her designee, this Agreement is not assignable in whole or in part. Any assignment by Contractor without the written consent of the Chief Executive Officer of SMMC or her designee is a breach of this Agreement and shall automatically terminate this Agreement.

Notwithstanding the above, Contractor may assign any of its rights or obligations hereunder to any of Contractor's subsidiaries or affiliates without the County's consent.

Contractor shall not employ subcontractors or consultants to carry out the responsibilities undertaken pursuant to this contract without the written consent of the Chief Executive Officer of SMMC or her designee.

All assignees, subcontractors, or consultants approved by the Chief Executive Officer of SMMC or her designee shall be subject to the same terms and conditions applicable to Contractor under this Agreement, and Contractor shall be liable for the assignee's, subcontractor's or consultant's acts and/or omissions.

All agreements between Contractor and subcontractor and/or assignee for services pursuant to this Agreement shall be in writing and shall be provided to County.

Amendment of Agreement.

This Agreement is complete and contains all the terms and conditions agreed upon by the parties. No amendment shall be valid unless made in writing and signed by the parties hereto, and no oral understanding or agreement shall be binding on the parties hereto.

Records.

Contractor agrees to provide to County, to any federal or state department having monitoring or reviewing authority, to County's authorized representatives and/or their appropriate audit agencies upon reasonable notice, access to and the right to examine and audit all records and documents necessary to determine compliance with relevant federal, state, and local statutes, rules and regulations, and this Agreement, and to evaluate the quality, appropriateness and timeliness of services performed.

Contractor shall maintain and preserve all financial records relating to this Agreement for a period of four (4) years from the termination date of this Agreement, or until audit findings are resolved, whichever is greater.

10.

Compliance with Applicable Laws.

All services to be performed by Contractor pursuant to this Agreement shall be performed in accordance with all applicable federal, state, county, and municipal laws, including, but not limited to, the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and all Federal Regulations promulgated thereunder, as amended, and the Americans with Disabilities Act of 1990, as amended, and Section 504 of the Rehabilitation Act of 1973, as amended and attached hereto and incorporated by reference herein as Attachment I, which prohibits discrimination on the basis of handicap in programs and activities receiving any federal or county financial assistance. Such services shall also be performed in accordance with all applicable ordinances and regulations, including, but not limited to, appropriate licensure, certification regulations, provisions pertaining to confidentiality of records, and applicable quality assurance regulations.

11.

Interpretation and Enforcement.

Any notice, request, demand or other communication required or permitted hereunder shall be deemed to be properly given when deposited in the United States mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, addressed:

In the case of County, to:

San Mateo Medical Center

222 West 39^th Avenue

San Mateo, CA 94403

Attn: Administration

or to such person or address as County may, from time to time furnish to Contractor.

In the case of Contractor, to:

GAMBRO Healthcare Renal Care, Inc

115 Columbia

Aliso Viejo, CA 92656

Attn: AIMS and Acute Specialist

With A copy to:

GAMBRO Healthcare Renal Care, Inc.

115 Columbia

Aliso Viejo, CA 92656

Attn: Director, Corporate Development, West 1

B. Controlling Law. The validity of this Agreement and of its terms or provisions, as well as the rights and duties of the parties hereunder, the interpretation and performance of this Agreement shall be governed by the laws of the State of California.

12.

Term of the Agreement.

Subject to compliance with the terms and conditions of this Agreement, the term of this Agreement shall be from July 1, 2003 through June 30, 2005. This Agreement may be terminated by Contractor, Chief Executive Officer of SMMC or her designee at any time upon thirty (30) days' written notice to the other party.

13.

Supercedence.

This agreement specifically supersedes in its entirety that certain Acute Agreement by and between County and contractor dated July 24, 2001.

14.

HIPAA.

Contractor and County acknowledge and agree that Contractor may be providing services to County that constitute a business associate relationship as defined by the Health insurance Portability and Accountability Act of 1996 45 CFR Parts 160 and 164 ("HIPAA"). In order to deliver services under this Agreement, Contractor will require access to Protected Health Information ("PHI") as defined by HIPAA. As of the enforcement date of the HIPAA business associate contract provisions, 45 CFR 164.504 (e) (1), Contractor and County agree to the following:

A. Contractor is permitted to use and disclose PHI created or maintained by County in the delivery of services to County and for the proper management and administration of Contractor.

B. Contractor agrees that it will not use or further disclose PHI for any purpose other than the delivery of services under this Agreement.

C. Contractor agrees to use appropriate safeguards to prevent the use or disclosure of PHI provided by County for any purpose other than the delivery of services under this Agreement.

D. Contractor agrees to report to County, in writing, any use or disclosure of PHI for any purpose other than the delivery of services under this Agreement.

E. In the event Contractor engages any agent or subcontractor to perform the services under this Agreement and discloses PHI to such agent or subcontractor, Contractor will require any such agent or subcontractor to agree to the same restrictions and conditions required in this paragraph.

F. Contractor agrees to make PHI, received from County or created in the delivery of services to county, available to individuals pursuant to Section 164.524 of HIPAA governing access of individuals to PHI.

G. Contractor agrees to make PHI available for amendment and incorporate any amendments pursuant to Section 164.526 of HIPAA governing amendments to PHI.

H. Contractor agrees to make any and all information available for the purpose of providing patients an accounting of disclosures pursuant to Section 164.528 of HIPAA governing accounting for disclosures.

I. Contractor agrees to make it is internal practices, books and records related to the use and disclosure of PHI received from, created or received by Contractor on behalf of County, available to the secretary of Health and Human Services ("HHS") and the HHS Office of Civil Rights for the purposes of determining County's compliance with HIPAA.

J. Contractor agrees that upon termination of this Agreement Contractor will return or destroy all PHI received from or created or received on behalf of County. In the event Contractor determines that return or destruction is not feasible, Contractor will extend the protections required in this Paragraph to the PHI and limit further uses and disclosure to those purposes that make the return or destruction of the information infeasible.

IN WITNESS WHEREOF, the parties hereto, by their duly authorized representatives, have affixed their hands.

COUNTY OF SAN MATEO

GAMBRO HEALTHCARE RENAL CARE, INC.,

A Nevada Corporation

By:

Rose Jacobs Gibson, President

Board of Supervisors, San Mateo County

Date:

ATTEST:

By:

Clerk of Said Board

Date:

EXHIBIT A

In consideration of the payments set forth in Exhibit "B", Contractor shall provide the following services:

Support Services

Staffing Coordination. Contractor, utilizing an Acute Service Coordinator, will provide staff

scheduling for acute treatments upon direct request from the patient's physician (within the

limitations and/or requirements of SMMC's nursing staff.

Staff Qualifications. All of Contractor's acute staff servicing SMMC will be Registered Nurses

with a minimum of one (1) year of acute inpatient dialysis experience.

Acute Nursing Care. In collaboration with the assigned primary nurse at SMMC, Contractor's

acute dialysis nursing service shall:

Set-up and take down of the dialysis equipment.

Patient care:

Initiate dialysis.

Monitor vital signs.

Carry out and follow nephrologist's dialysis orders.

Draw and label lab work related to the provision of dialysis.

Administer antibiotics or other medication via dialysis lines when necessary.

Report post-dialysis status to floor nurse and nephrologist.

weight loss

volume replacement used

pre and post vital sign

unusual occurrences

Forms for dialysis shall be supplied by Contractor. County shall provide all other forms.

Hours of Operation.

Standard operating hours: 7 a.m. to 7 p.m., Monday through Saturday.

Contractor will respond to requests to provide treatments on an on-call basis after standard

operating hours as well as on Sundays and Holidays. Contractor shall respond to STAT or emergency calls within four (4) hours of receiving the request.

Holidays.

Holidays are defined as follows:

New Year's Day

Washington's Birthday

Memorial Day

July 4th

Labor Day

Thanksgiving

Christmas Eve

Christmas Day

New Year's Eve

Dialysis Equipment and Water Treatment.

Contractor will provide and maintain (parts and labor) two (2) delivery systems with the

bicarbonate and sodium control. Both routine and emergency maintenance will be provided

to meet or exceed industry and manufacturer's standards.

Compliance.

Contractor represents that all equipment manufactured by Gambro Renal Care Projects

which is utilized in providing Covered Services hereunder is compliant, as that term is

defined by the U.S. FDA. Contractor must maintain an appropriate management plan,

including a contingency plan to assure the continued operation of all equipment and

systems to be provided by Contractor in accordance with this agreement and which are

necessary for Contractor to provide Covered Services.

County represents that it has an appropriate management plan, including a contingency

plan, to assure that it will be able to provide water, electricity and other consumables,

as well as laboratory and other services to be provided by County in accordance with

this Agreement and which are necessary for Contractor to continue to provide Covered

Services.

County shall provide locked area for Contractor staff to store equipment to meet state

requirements. County shall provide safe and adequate space for Contractor to perform

dialysis services.

Contractor will also supply and maintain water treatment systems as required by the above

delivery systems. The systems will provide treated water consistent with A.A.M.I. standards

and State chloramine standards. Contractor will test the equipment and product water

monthly for bacterial contamination and annually for water quality.

Acute Dialysis Medical Supplies. Contractor will provide all necessary dialysis-specific supplies

required for each treatment. Dialysis-specific refers to the following: dialyzers/hemofilters, blood

tubing, transducer protectors, dialysate, dialysate additives, access needles, plastic hemostats, QA

test materials; internal equipment cleaners and disinfectants for Contractor-owned equipment only.

County shall provide all non-dialysis-specific equipment and supplies.

Additional Services.

Quality Assurance. Contractor will be responsible to monitor the quality of nursing,

technical and equipment support services provided to SMMC.

The results of quarterly quality assurance audits will be made available to SMMC Nursing

Administration. On a quarterly basis, equipment maintenance records and water quality

reports will be provided. Regulatory compliance will be assessed on a bi-annual basis and

reviewed on-site.

Policies and Procedures. Contractor will develop policies and procedures for provision of

dialysis treatments that are specific to and consistent with the practice and expectations of

the SMMC nursing and medical staff and will be reviewed

annually by Contractor and County hospital staff.

Inservice Support. Contractor clinical staff will make available on-site inservice nursing

education programs specific to the care of the renal failure patient. SMMC staff will also be

notified of Contractor's continuing education programs.

Contractor will provide SMMC with non-compliance-specific staff information regarding

licensure/health requirements. Contractor's staff will be oriented by County staff to Fire

Safety Health/documentation requirements of SMMC and will be available for additional

inservice when requested by SMMC.

Contractor will contribute to patient documentation on forms provided to Contractor, patient

are plan and patient tracking and will act as a member of the SMMC Health Team.

Dialysis Charges

It is the policy of SMMC that billable services provided to patients will be

appropriately posted to their accounts and billed to the patient's third-party payer or other responsible

party. As dialysis services are billable services, the Contractor will be required to submit charges for

their services.

The Contractor will be responsible for completing charge forms for all dialysis treatments and

submitting them within two (2) working days of the date of service.

Contractor's staff will complete a three-part NCR Miscellaneous charge ticket form for each

Patient receiving acute dialysis each time a dialysis service is performed. The charge ticket

will include the following information:

Patient identifying information: it is preferred that the charge ticket be embossed with

the patient's identification card in the appropriate space on the form. If this is not

possible, then the following identifying information must be printed in the space

provided: patient's name, 7-digit medical record number, 8-digit patient account

number and date of birth.

The date of service should be entered in the box labeled `DATE".

On the first line of the charge ticket, Contractor's staff will enter the charge description

master number (CDM) 12600011. This CDM will be the same regardless of where the

dialysis is administered.

Contractor's staff will write his/her name on the last line of the charge ticket.

Contractror's staff will write his/her name on the last line of the charge ticket

Contractor's staff will give the original white copy of the charge ticket to the Medical Unit

Secretary. The nurse will retain the yellow and pink copies of the form for the Contractor's

records.

Failure to submit charges in a timely manner may result in delays in processing of Contractor's

payments.

EXHIBIT B

In consideration of the services provided by Contractor in Exhibit "A", County shall pay Contractor based on the following fee schedule. The fees listed in the schedule set forth below include services provided to non-admitted persons who are kept at SMMC for observational purposes for a period of less than twenty-four (24) hours without being admitted at that time:

Hemodialysis (HD

(Up to 4 hours duration

$350 per treatment

Extended Therapies

(HD treatment greater than 4 hours)

$100 per hour

Peritoneal Dialysis Therapies (CAPD and CCPD)

(Includes up to 2 nursing visits per day)

$350 per day

Non-normal operating hours surcharge

(7 p.m. through 7 a.m. Monday through Saturday, and all day Sundays and Holidays)

$100 per treatment

Continuous Renal Replacement Therapy

(Includes set-up and up to 3 nursing visits per day)

$1000 per day

CRRT Cartridge change

(In excess of 1 per day)

$250 each

Other Nursing Support Services

(As authorized by the Hospital)

$100 per hour

Removal of Non-Tunneled Central Venous Catheters

$150 per procedure

Declotting of Central Venous Catheters

(Hospital-supplied Activase)

$100 per hour

EXHIBIT C

a. No person shall, on the grounds of race, color, creed, national origin, religious affiliation or non-affiliation, sex, sexual orientation, marital status, age (over forty (40)), disability, medical condition (including but not limited to AIDS, HIV positive diagnosis, or cancer), political affiliation or union membership be excluded from participation in, be denied the benefits of, or be subjected to discrimination under this Agreement.

b. Contractor shall insure equal employment opportunity based on objective standards of recruitment, selection, promotion, classification, compensation, performance evaluations, and management relations, for all employees under this contract. Contractor's personnel policies shall be made available to County upon request.

c. Contractor shall assure compliance with Section 504 of the Rehabilitation Act of 1973 by submitting a signed letter of assurance (Attachment I) of compliance. Contractor shall be prepared to submit a self-evaluation and compliance plan to County upon request within one (1) year of the execution of this Agreement.

ATTACHMENT I

Assurance of Compliance with Section 504 of the Rehabilitation Act of 1973, as Amended

The undersigned (hereinafter called the "Contractor(s)") hereby agrees that it will comply with Section 504 of the Rehabilitation Act of 1973, as amended, all requirements imposed by the applicable DHHS regulation, and all guidelines and interpretations issued pursuant thereto.

The Contractor(s) gives/give this assurance in consideration of and for the purpose of obtaining contracts after the date of this assurance. The Contractor(s) recognizes/recognize and agrees/agree that contracts will be extended in reliance on the representations and agreements made in this assurance. This assurance is binding on the Contractor(s), its successors, transferees, and assignees, and the person or persons whose signatures appear below are authorized to sign this assurance on behalf of the Contractor(s).

The Contractor(s): (Check a or b)

( )

Has no employees

( )

Employs fewer than 15 persons

( X) )

employs 15 or more persons and, pursuant to Section 84.7 (a) of the regulation (45 C.F.R. 84.7 (a)), has designated the following person(s) to coordinate its efforts to comply with the DHHS regulation.

__________________Pat Brighton__________________________________

Name of 504 Person - Type or Print

GAMBRO Healthcare Renal Care, Inc. 115 Columbia

Name of Contractor(s) - Type or Print Street Address or PO Box

Aliso Viejo CA 92656

City State Zip Code

I certify that the above information is complete and correct to the best of my knowledge.

____________________ ________________________________________

Date Signature and Title of Authorized Official

*Exception: DHHS regulations state that:

"If a recipient with fewer than 15 employees finds that, after consultation with a handicapped person seeking its services, there is no method of complying with (the facility accessibility regulations)...other than making a significant alteration in its existing facilities, the recipient may, as an alternative, refer the handicapped person to other providers of those services that are accessible."